DLT Resolution Inc 8-K, filed Sep 8, 2025
DLT Resolution Inc. (DLTI)
About this 8-K
DLT Resolution Inc filed this 8-K on September 8, 2025, reporting on events of September 5, 2025.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest event reported)
(Exact Name of Registrant as Specified in its Charter) |
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(Address of principal executive offices) (Zip Code)
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(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 – Entry into a Material Definitive Agreement
On April 13, 2025, DLT Resolution Inc. (“DLT” or the “Company”), through its wholly-owned subsidiary DLT Global Motor LLC (“DLTGM”), entered into a Joint Venture Agreement (the “JV Agreement”) with Charles Brofman, Abdul Matin Moosa, and their affiliated entities, Global Motor Trade LLC and Global Motor Trade International LLC (collectively, “GMTI” and, together with Mr. Brofman and Mr. Moosa, the “JV Partners”). The JV Agreement was intended to establish an international wholesale auto trade business.
Under the JV Agreement, DLTGM served as the operating entity responsible for sourcing and selling vehicles globally, leveraging the JV Partners’ expertise in suppliers, customers, licenses, insurance, financing, and logistics. Key terms of the JV Agreement included:
| · | Roles: DLTGM was to manage day-to-day operations, with DLT providing oversight and potential financing with priority repayment). The JV Partners were to establish necessary infrastructure within 90 days and drive sales, acting as independent contractors. |
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| · | Compensation: Subject to meeting specified milestones, a total of up to 12,763,000 shares of DLT common stock could be issued over time. Specifically: |
| · | DLT would issue 2,750,000 restricted shares (valued at $0.008 per share) under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D thereunder, in exchange for a perpetual license to the “Global Motor Trade” trade name. |
| · | An additional 4,000,000 restricted shares to Mr. Moosa and 2,013,000 restricted shares to Mr. Brofman (each valued at $0.008 per share) under Section 4(a)(2) of the Securities Act and Regulation D, vesting upon achievement of milestones, Milestone-based issuances: 2,000,000 additional shares upon DLTGM achieving at least $2,500,000 in gross monthly revenue with a gross margin of at least 10% for three consecutive months; and another 2,000,000 shares upon achieving at least $6,000,000 in gross monthly revenue with a gross margin of at least 10% for three consecutive months. |
| · | The JV Partners were entitled to 100% of DLTGM’s first $300,000 in annual net profits and 35% of net profits thereafter, distributed monthly. |
| · | Governance: A three-member oversight committee (consisting of one DLT representative, Mr. Brofman, and Mr. Moosa) was established, with DLT retaining ultimate authority as the owner of DLTGM. |
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| · | Term and Termination: The JV Agreement was to continue indefinitely until mutually terminated, or upon material breach (with 60 days’ notice and 30 days to cure) or dissolution of DLTGM. |
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This JV structure was adopted in lieu of a previously contemplated acquisition under a Securities Purchase Agreement dated March 11, 2024 (the “SPA”), which was rescinded ab initio on April 13, 2025, as detailed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September 2, 2025. The rescission occurred due to challenges in finalizing the legal transfer of ownership of certain LLCs and the complexities of preparing a Super Form 8-K, which would have required audited financial statements for each LLC, pro forma consolidated financial statements, and a valuation report. The JV approach was deemed more cost-effective and streamlined, enabling DLT to focus on future sales without historical financial reporting burdens.
Concurrently with the JV Agreement, GMTI purported to independently secured a $5 million credit facility to support operations and revenue generation.
The foregoing description of the JV Agreement is a summary and is qualified in its entirety by reference to the full text of the JV Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The SPA is filed as detailed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September 2, 2025.
Subsequent Events Related to the JV Agreement
On May 5, 2025, Mr. Brofman and Mr. Moosa issued a notice terminating the JV Agreement. In connection therewith, Mr. Brofman tendered his resignation from the Company’s Board of Directors and all other offices held with the Company. The resignation and termination notice stemmed from disagreements regarding the terms and conditions of the JV Agreement.
On May 19, 2025, GMTI issued a subsequent notice agreeing to continue under the JV Agreement, subject to the following new conditions:
(i) | Retention by the JV Partners of the 6,013,000 shares originally issued under the rescinded SPA (despite the requirement for their return under the rescission terms); |
(ii) | Issuance by DLT of additional shares as contemplated in the JV Agreement; |
(iii) | Confirmation of a specific deadline for DLT to remove its Expert Market status and resume normalized trading of its stock; and |
(iv) | Removal of Rule 144 restrictions to make all shares free-trading. |
In July 2025, with no material progress on the JV, GMTI issued another notice stating it would not continue unless substantially similar conditions were met. Additionally, GMTI indicated it would not make its $5 million credit facility available to DLTGM. The Company has continued to negotiate in good faith to reach terms beneficial to the Company and its shareholders, including seeking confirmation that GMTI’s credit facility has been funded. The Company has also communicated that it cannot establish an operating facility for DLTGM without a binding JV agreement in place.
Mr. Brofman subsequently verbally retracted his resignation and the JV termination notice, subject to resolution of the aforementioned conditions, leading to a period of uncertainty. To resolve this uncertainty and enable the Company to finalize its required SEC financial filings, the Board of Directors accepted Mr. Brofman’s resignation on August 24, 2025, as detailed in the Company’s Current Report on Form 8-K filed with the SEC on September 2, 2025.
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Due to GMTI's failure to advance the joint venture in any material way—including failing to license the "Global Motor Trade" trade name to DLT, establish operations within DLTGM, or provide access to the trade name as contemplated—GMTI provided notice of termination, and the parties have since mutually agreed to terminate the JV Agreement, with no consideration exchanged in the transaction. As of the date of this filing, the original JV Agreement is formally terminated; however, Mr. Brofman, on behalf of GMTI, has made efforts to negotiate a new joint venture agreement, and the Company continues to negotiate in good faith, though no new agreement has been reached as of the date hereof.
Item 9.01 – Financial Statements and Exhibits
(d) Exhibits
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Forward Looking Statements
This Current Report on Form 8-K contains forward looking statements and are indicated by words such as "shall", "will" and other similar words or phrases. Actual events or results may differ materially from those described herein. Such forward-looking statements are subject to a number of risks and uncertainties that could cause the actual results or performance of the Company to differ materially from those described herein, including, but not limited to, the impact of the economic environment on the Company's customer base and the resulting uncertainties; changes in technology and market requirements; decline in demand for the Company's products; inability to timely develop and introduce new software, services and applications; difficulties or delays in absorbing and integrating acquired operations, technologies and personnel; loss of market share; pressure on resulting from competition; and inability to maintain certain marketing and distribution arrangements.
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Signature(s)
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| DLT Resolution Inc. |
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Date: September 05, 2025 | By: | /s/ Drew Reid |
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| Name: | Drew Reid |
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| Title: | President and Chief Executive Officer |
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EXHIBIT 10.1
JOINT VENTURE AGREEMENT
This Joint Venture Agreement (“Agreement”) is entered into as of April 13 , 2025, by and between:
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| · | DLT Resolution Inc., a Nevada corporation publicly traded under the ticker “DLTI” (“DLT”), with its principal office at 5940 S. RAINBOW BLVD, STE 400-32132 LAS VEGAS NV 89118 |
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| · | DLT Global Motor LLC, a Wyoming limited liability company and wholly owned subsidiary of DLT (“DLTGM”); |
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| · | Charles Brofman, an individual, and/or SJ Auto Trade LLC, a New York limited liability company and WEC International LLC a Florida limited liability company and Global Motor Trade International LLC a Delaware limited liability company hereinafter collectively referred to as “Brofman”; |
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| · | Abdul Matin Moosa, an individual, and/or Global Motor Trade LLC, a Pennsylvania limited liability company and Global Motor Trade International LLC a Delaware limited liability company collectively referred to as “Moosa”. |
Collectively referred to as the “Parties.”
RECITALS
WHEREAS, DLT seeks to establish and develop its international wholesale auto trade business through DLTGM;
WHEREAS, Brofman and Matin possess extensive experience and relationships in the auto trade industry, including securing suppliers, customers, licenses, insurance, financing and logistics; and
WHEREAS, the Parties wish to form a joint venture (“Joint Venture”) to leverage these skills and relationships to build DLTGM's operations, with Brofman and Moosa compensated via restricted DLT shares issued under an exemption from registration and profit sharing; and
WHEREAS, DLT wishes to license the trade name “Global Motor” from Brofman and Moosa, who control the common law trade names "Global Motor Trade" and “Global Motor Trade International”;
NOW, THEREFORE, the Parties agree as follows:
1. Purpose and Scope
1.1 The Joint Venture's purpose is to develop and operate an international wholesale auto trade business through DLTGM, focusing on sourcing and selling vehicles globally, with all assets and operations owned by DLTGM of the Joint Venture except as required to be assigned by a lending institution or factoring institution.
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1.2 Brofman and Moosa will establish infrastructure (e.g., suppliers, customers, licenses, insurance, logistics) and drive sales growth, utilizing their existing relationships for trade financing.
1.3 The Parties will collaborate to secure credit line facilities at the sole cost and expense of DLTGM for DLTGM to conduct and grow its business, with DLT retaining flexibility to leverage Joint Venture success for broader corporate objectives.
2. Roles and Responsibilities
2.1 DLT and DLTGM:
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| · | Provide operational support and oversight as the parent company and operating entity. |
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| · | Issue rule 144 shares with a current market value of $0.0085 per share to Brofman and Moosa as outlined in Section 3, per their instructions, to be issued in accordance with their instructions immediately upon signing of this agreement. |
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| · | Upon signing, issue DLT shares to Global Motor Trade LLC and Global Motor Trade International LLC as prepayment for a perpetual, non-exclusive license to use the trade name “Global Motor" subject to Section 3.1 and 3.2. |
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| · | Manage vehicle purchasing, borrowing, and sales through DLTGM, subject to Joint Venture performance. |
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| · | DLT, with Brofman and Moosa, will make best efforts to secure facility and financing for DLTGM's operations. In the event Brofman and Moosa utilize their existing credit facilities to establish financing for DLTGM, the cost of such financing each transaction shall be paid for from the gross proceeds of each transaction. If DLT provides secured funding at 14% annual interest (or as agreed in writing), for specific transactions repayable in priority upon customer payment from DLTGM's account with terms documented in separate promissory notes. Funding may roll over or be repaid at DLT's option. |
2.2 Brofman and Moosa:
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| · | Install infrastructure (e.g., suppliers, customers, licenses, insurance, logistics) within 90 days of signing, with progress reports due monthly to DLT. |
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| · | Build sales to meet milestones in Section 3.1, leveraging their expertise and best efforts in leveraging financing relationships. |
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| · | Act as independent contractors, not employees, unless otherwise agreed. |
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| · | Party or party's sit on DLTGM's management as Committee members (Section 5). |
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3. Compensation
3.1 Stock Compensation: DLT will issue restricted shares of its common stock (ticker: DLTI) to Brofman and Matin (or their LLCs) under Section 4(a)(2) of the Securities Act of 1933 and/or Regulation D:
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| · | Upon Signing: 2,750,000 shares at a value of $0.008 / sh for the “Global Motor Trade” license, issued per Brofman/Moosa instructions, |
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| · | In addition thereto the parties acknowledge that Brofman and Matin have previously received the following share allocations as an advance which at the time of issuance had a fair market value of .003 cents per share, for entering into this joint venture agreement as follows: |
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| · | Moosa: 4,000,000 shares |
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| · | Brofman: 2,013,000 shares |
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| · | Milestone 1: Upon DLTGM achieving $2,500,000+ in gross monthly revenue with a 10%+ gross margin for three consecutive months -2,000,000 shares (split as directed by Brofman/Moosa). |
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| · | Milestone 2: Upon DLTGM achieving $6,000,000+ in gross monthly revenue with a 10%+ gross margin for three consecutive months -2,000,000 shares (1,000,000 each). |
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| · | All shares issued hereunder shall be “restricted shares” as defined under Rule 144 of the Securities Act of 1933, bearing appropriate restrictive legends. Such shares may not be sold, transferred, or otherwise disposed of in the public market unless (i) registered with the Securities and Exchange Commission (SEC) or (ii) an exemption from registration is confirmed in writing by DLT Resolution’s securities counsel. The parties acknowledge that the shares issued previously in the amounts of 4,000,000 and 2,013,000 had met the threshold time period for holding and that the Company will assist Brofman and Matin with a legal opinion in the removing the restriction. |
3.2 Profit Sharing:
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| · | Brofman and Moosa (or their LLCs) receive 100% of DLTGM's first $300,000 in monthly net profits as cash compensation, paid monthly upon DLTGM's receipt of funds. Above $300,000, they receive an additional 35% of net profits, split equally unless otherwise agreed, also paid monthly. The Parties shall divide the net profits equally between them within 3 business days of the closing of each transaction. Brofman and Matin may assign these profit distributions as they may determine in their sole and absolute discretion. |
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| · | “Net profits” means revenue minus direct costs of each transaction including but not limited to the following costs: shipping, trucking, insurance, banking fees for Letters of Credit, interest costs to a third party lender or to DLT whichever the case may be; commissions payable to a third party relative to each transaction, any import or export fees associated with the transaction that may be associated with each transaction and such other and further costs directly associated with a transaction that may occur calculated per GAAP. |
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3.3 Verification: Milestones and profits will be audited by DLT's independent auditors, with records accessible to all Parties, who shall be approved for that purpose in advance by Brofman and Moosa.
3.4 DLTGM Banking: DLTGM shall open operating, funding, and escrow accounts at a U.S. bank, preferably where Brofman/Matin maintain corporate accounts.
4. Term and Termination
4.1 Term: Begins on signing and continues until terminated by mutual consent or under Section 4.2.
4.2 Termination:
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| · | By any Party with 60 days' written notice if a material breach occurs and remains uncured for 30 days. |
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| · | Automatically if DLTGM dissolves or DLT ceases operations. |
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| · | Upon termination, unpaid earned compensation is paid; unearned milestones are forfeited. Infrastructure (e.g., licenses, contracts) developed for DLTGM remains its property. |
5. Governance
5.1 DLTGM's operations will be overseen by a committee of one DLT representative, Charles Brofman, and Abdul Matin Moosa (“Committee”). Day-to-day decisions require majority approval of the Committee.
5.2 Reserved Matters requiring DLT's written approval (not unreasonably withheld):
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| · | Financial commitments, expenditures, or borrowings over $50,000; |
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| · | Material contracts over $100,000; |
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| · | Annual budgets and significant deviations; |
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| · | Hiring/terminating key personnel over $75,000 annually. |
5.3 DLT, as DLTGM's sole owner, retains ultimate strategic authority and may override Committee decisions if they conflict with DLT's public company obligations or fiduciary duties, with written justification.
5.4 In no event may DLTGM accept transactions that are not originated by Brofman and Matin in the automotive export or import space without the express written consent of Brofman and Matin. Furthermore DLTGM may not hire any executive for the purposes of operating DLTGM without the express written consent of Brofman and Matin.
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6. Confidentiality
6.1 The Parties agree to keep proprietary information confidential, except as required by law or regulators (e.g., SEC).
7. Representations and Warranties
7.1 DLT represents it is a duly organized Nevada corporation and DLTGM a Wyoming LLC, with authority to issue shares.
7.2 Brofman and Matin represent they have the expertise and authority to perform, acknowledging the shares' restricted nature.
8. Financial and Operational Controls
8.1 Centralized Transactions: All Joint Venture transactions shall ultimately occur through DLTGM's designated bank account or as transactionally directed by the management committee. No funds shall flow through other entities or accounts without DLT's written consent, or as ensuring transparency, repayment and audit traceability. DLTGM acknowledges that funding institutions shall require that payment by customers be assigned directly to the funding institutions bank account and DLTGM consents to such arrangement.
8.2 Financing Repayment: Any Party providing secured funding, shall be repaid directly from DLTGM’s account upon receipt of customer payments, prior to any profit distributions, ensuring repayment certainty.
8.3 Purchase Order Policy: All purchase orders accepted by DLTGM must be accompanied by a non-refundable deposit of at least 20% of the purchase price, payable to DLTGM’s account. This deposit protects against potential losses if a transaction fails to complete, allowing DLTGM to liquidate assets quickly for cash flow purposes if necessary. Exceptions require DLT’s written approval.
9. Dispute Resolution
9.1 Disputes will be resolved via arbitration in Las Vegas], Nevada, under AAA rules.
10. Miscellaneous
10.1 Governing Law: Nevada law.
10.2 Amendments: Written consent of all Parties.
10.3 Entire Agreement: Supersedes prior agreements.
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IN WITNESS WHEREOF, the Parties execute this Agreement as of the date first written above.
DLT Resolution Inc.
| By: | /s/ Drew Reid |
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| Name: | Drew Reid |
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| Title: | Executive Chairman, President & CEO |
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DLT Global Motor LLC
| By: | /s/ Drew Reid |
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| Name: | Drew Reid |
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| Title: | Managing Member |
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Charles Brofman
Individually and on behalf of SJ Auto Trade LLC,
WEC International LLC and Global Motor Trade International LLC
| By: | /s/ Charles Brofman |
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Abdul Matin Moosa
Individually and on behalf of Global Motor Trade LLC and
Global Motor Trade International LLC
| By: | /s/ Abdul Matin Moosa |
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